Adopted Resolutions from ICANN Board Meeting 8 December 2006

Index

Approval of Minutes

Approval of .BIZ/.INFO/.ORG Registry Agreements

2007 Nominating Committee Chair Appointment

Progress on ICANN Board-GAC Joint Working Group

IDN Status – Acknowledgement and Next Steps

Approval of Strategic Plan 2007-2010

Schedule for Periodic Reviews of ICANN Structure and Operations

Regional At-Large Organization for Latin America and Caribbean

Thanks to Daniel Dardailler

Thanks to Roberto Gaetano

Thanks to Hagen Hultzsch

Thanks to Veni Markovski

Thanks to Hualin Qian

Thanks to Workshop Participants

Thanks to Sponsors, Staff, Scribes, and Event Teams

Thanks to Local Hosts

(Adjourn Eighth Annual Meeting & Convene Organizational Meeting)

Election of Board Chairman

Election of Board Vice-Chairman

Board Committee Assignments

Election of Corporate Officers

Approval of Minutes

Resolved (06.___), the minutes of the Board Meeting of 18 October 2006 are approved.

Resolved (06.___), the minutes of the Board Meeting of 22 November 2006 are approved.

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Approval of .BIZ/.INFO/.ORG Registry Agreements

Whereas, proposed new registry agreements between ICANN the operators of the .BIZ, .INFO, and .ORG registries were posted for public information on 27 June 2006 <http://www.icann.org/announcements/announcement-1-27jun06.htm>.

Whereas, the complete proposed agreements with appendices were posted for public comment on 28 July 2006 <http://www.icann.org/announcements/announcement-2-28jul06.htm>.

Whereas, a summary of the public comments was posted on 11 September 2006 and reviewed by the Board <http://www.icann.org/announcements/announcement-1-11sep06.htm>.

Whereas, on 12 October 2006, ICANN posted responses to the public comments from the registry operators <http://www.icann.org/announcements/announcement-1-12oct06.htm>.

Whereas, on 24 October 2006, ICANN posted revised proposed registry agreements including a new restriction on the use of "traffic data" and the acceptance of 10% caps on price increases by the .BIZ, .INFO, and .ORG registry operators <http://www.icann.org/announcements/announcement-24oct06.htm>.

Whereas, the Board has carefully considered the revised proposed agreements, and the public comments and the registry responses, and finds that approval of the proposed new agreements would be beneficial for ICANN and the Internet community.

Resolved (06.___), the proposed .BIZ, .INFO, and .ORG registry agreements are hereby approved, and the President is authorized to take such actions as appropriate to implement the agreements.

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2007 Nominating Committee Chair Appointment

Whereas, Article VII, Section 2(1) of the Bylaws calls for the non-voting Chair of the Nominating Committee to be appointed by the ICANN Board.

Whereas, the Board Governance Committee has recommended that George Sadowsky be appointed to Chair the 2007 Nominating Committee, and he has indicated a willingness to so serve.

Resolved (06.___), that George Sadowsky is appointed as Chair of the 2007 Nominating Committee, to serve until the conclusion of the ICANN annual meeting in 2007, or until his earlier resignation, removal, or other disqualification from service.

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Progress on ICANN Board-GAC Joint Working Group

Whereas, after its 25 June 2006 face-to-face meeting in Marrakech the ICANN Board-GAC Joint Working Group, co-chaired by Alejandro Pisanty (Vice-Chair, Board) and Janis Karklins (Chair of the GAC's Working Group on the Future of the GAC), continued its program of inter-sessional activities through two conference calls and email.

Whereas, the Joint Working Group has been functional as an instrument for making communications between the Board and the GAC more effective.

Whereas, on 6 December 2006, the Working Group held its third face-to-face meeting during the ICANN meeting in São Paulo, Brazil, where it discussed the GAC work program for 2007, joint outreach efforts, permanent solution for the GAC secretariat, contingency planning and the role of the GAC within the ICANN framework.

Whereas, the Working Group will continue its support to outreach strategies and the sustained synchronization of GAC's priorities with ICANN's work program and strategic plan.

Whereas, in its XXVI Communiqué, the GAC endorsed its 2007 work program and provided input to the Transparency and Accountability Management Operating Principles for ICANN.

Resolved (06.___), to recognize the progress made by the Joint Working Group, and express its appreciation to the GAC for its 2007 work program and its input to comments to the Transparency and Accountability Management Operating Principles.

Resolved (06.___), to request the Joint Working Group to report on progress made on the further implementation of its work program and progress made on outreach, at the ICANN meeting in March 2007.

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IDN Status – Acknowledgement and Next Steps

Whereas, the Board expresses its gratitude to the volunteers, in particular from the technical community including the IETF, IAB, RSSAC, the TLD registries working group, and the IDN President's Advisory Committee, for their work related to the insertion of internationalized top level labels.

Whereas, the preliminary laboratory test conducted by Autonomica and development of root zone and application test plans are significant steps toward the stable deployment of IDNs.

Whereas, the TLD registries working group has met regularly on the IDN Guidelines revisions and a best practices document.

Whereas, the ccNSO, GNSO, and the GAC have active working groups considering policy aspects related to the introduction of internationalized top-level labels.

Whereas, the community has had considerable discussions regarding the development of a process by which internationalized labels corresponding to territories could be developed through a joint effort involving the ccNSO and GAC.

Resolved (06.___), the ICANN Board acknowledges the significant work performed by the members of the community working on this important topic and urges this work to continue to move forward in a manner that emphasizes the security and stability of the Internet and enhances the usability of and accessibility to the Internet.

Resolved (06.___), the ICANN Board respectfully requests that all volunteers work closely together in their continued work to ensure that the introduction of IDNs proceeds in a coordinated, timely manner.

Resolved (06.___), the ICANN Board requests the ccNSO and the GAC, through a joint collaborative effort, in consultation as needed with the relevant technical community, to produce an issues paper relating to the selection of IDN ccTLDs associated with the ISO 3166-1 two-letter codes.

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Approval of Strategic Plan 2007-2010

Whereas, ICANN's July 2007 through June 2010 Strategic Plan is based on consultation with the community through workshops held in multiple languages at ICANN meetings, through Supporting Organizations and Advisory Committees and through public forums on the ICANN website.

Whereas, the 2007-2010 Strategic Plan gives a brief description of challenges and opportunities that ICANN is likely to face in the next years and outlines five strategic objectives for the ICANN community.

Whereas, the strategic objectives in the plan will form the framework around which the July 2007 through June 2008 Operational Plan and the associated budget are constructed.

Whereas, members of the community have been very generous with their time and the Board appreciates the work that they have done.

Resolved (06.___), the Board approves the 2007-2010 Strategic Plan, and directs the President and staff to move forward with the community-based operational planning process based on the strategic objectives as set forth in the plan.

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Schedule for Periodic Reviews of ICANN Structure and Operations

Whereas Article IV, Section 4 of ICANN’s Bylaws calls for the Board to cause periodic reviews of the performance and operation of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee by an entity or entities independent of the organization under review.

Whereas these reviews are intended to ensure an independent examination of the role and operation of key elements of ICANN, and are part of ICANN’s ongoing commitment to its evolution and improvement.

Whereas the Board Governance Committee has determined that, although not required by the Bylaws, a review of the Board would be appropriate and consistent with ICANN’s commitment.

Whereas these reviews will be conducted in an objective way by independent evaluators, under guidance from the Board on the review’s terms of reference, and with opportunity for public review and comment on the terms of reference and on the results of the reviews.

Whereas the Board Governance Committee considered the age, responsibilities, and activities of each entity to be reviewed, and considered the operational limitations for managing and implementing reviews, and approved a comprehensive review schedule.

Whereas the Board Governance Committee approved a proposed plan for the review of the Nominating Committee as the next entity to be reviewed, and recommended that the Board post proposed Terms of Reference for this review for public comment.

Nominating Committee – estimated launch December 2006

At-Large Advisory Committee – estimated launch February 2007

Corporate Administration, including the ICANN Board – estimated launch July 2007

Root Server System Advisory Committee – estimated launch October 2007

Security and Stability Advisory Committee – January 2008

ccNSO Supporting Organisation – July 2008

Address Supporting Organisation – December 2008

Whereas, after four cycles, the Nominating Committee, and its critical role in selecting individuals for ICANN leadership positions, is a priority candidate for independent review.

Resolved (06.___), the Board asks the General Counsel to examine the Bylaws provisions relating to periodic review, and to recommend any appropriate changes to reflect the new schedule recommended by the Board Governance Committee.

Resolved (06.___), the ICANN Board agrees with the comprehensive review schedule and the proposed plan for the review of the Nominating Committee approved by the Board Governance Committee, and directs staff to execute the reviews as scheduled and to post proposed Terms of Reference for the Nominating Committee review for public comment and further consideration.

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Regional At-Large Organization for Latin America and Caribbean

Whereas, the ICANN Bylaws, Article XI, Section 2, Part 4, provide a process that allows individual Internet users to participate meaningfully in the work of ICANN, as the community known as ‘At-Large’.

Whereas, groups representing individual internet users throughout the Latin America and the Caribbean (“LAC”) Geographic Region have finalised work on organising themselves as a Regional At-Large Organization (“RALO”) by creating a Memorandum of Understanding (MOU) between themselves and ICANN.

Whereas, the LAC Regional At-Large Organization will serve as the main forum and coordination point for input from individual Internet users in this region to ICANN on issues that affect individual’s use of the Internet's domain name system.

Whereas, the LAC Region is the first region of the global At-Large community to conclude work on a Regional At Large Organization, an achievement which represents a considerable milestone in the development of the multi-stakeholder process that is so fundamental to the work of ICANN.

Whereas, the LAC user groups have concluded their work on the MOU during the 27th International ICANN Meeting in São Paulo, allowing for the diverse communities engaged in ICANN to be present to recognise this achievement.

Whereas, the Parties to the MOU, composed of ICANN and fourteen representatives of the At-Large Structures in the LAC region, signed it at a public ceremony at the São Paulo ICANN meeting, with the execution of the agreement on ICANN’s part contingent upon final approval by the ICANN Board following completion of a public comment period.

Resolved (06.___), the ICANN Board applauds the community of Latin America and the Caribbean Internet users and recognises their achievement of this important milestone.

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Thanks to Daniel Dardailler

Whereas, Daniel Dardailler was appointed liaison to the ICANN Board by the W3C on behalf of the Technical Liaison Group to serve during the year 2006.

Whereas, Daniel has provided excellent insight, leadership and expertise in this role.

Whereas, Daniel has provided unique perspective to the Board on the technical application of the Internet in the context of the World Wide Web.

Whereas, Daniel has provided valuable counsel on matters of policy that are the responsibility of the Board

Whereas, Daniel Dardailler has concluded his term as liaison by the W3C on behalf of the Technical Liaison Group at the São Paulo meeting.

Resolved (06.___), the ICANN Board resolves that Daniel Dardailler has earned the deep appreciation of the Board for his term of service, and the Board wishes Dr. Dardailler well in all future endeavors.

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Thanks to Roberto Gaetano

Whereas, Roberto Gaetano, was selected as non-voting liaison to the ICANN Board by the At-Large Advisory Committee to serve first during the year 2003 and continued through 2006.

Whereas, Roberto has provided excellent insight, leadership and expertise in this role.

Whereas, Roberto has represented a voice of reason and even-handedness during his long service as liaison and has provided sage advice and counsel in all matters coming before the Board.

Whereas, Roberto has been a strong advocate of the At-Large community and its involvement in ICANN.

Whereas, Roberto Gaetano has concluded his term as liaison on behalf of the At-Large Advisory Committee at the São Paulo meeting.

Whereas, Roberto Gaetano has been selected by the Nominating Committee to serve a three-year term on the Board beginning at the São Paulo meeting.

Resolved (06.___), that Roberto Gaetano has earned the deep appreciation of the Board for his term of service as Liaison and the Board welcomes him to his new voting position as a Director of ICANN.

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Thanks to Hagen Hultzsch

Whereas, Hagen Hultzsch was appointed to the ICANN Board by the Nominating Committee and began his term on 26 June 2003.

Whereas, Hagen has served the Board with considerable energy and skill. He has served as chairman of the ICANN Finance Committee and chairman of the ICANN Board Conflict of Interest Committee, and as a member of the ICANN Board Governance Committee, and has provided excellent insight, leadership and expertise in these roles.

Whereas, Hagen has facilitated the successful conduct of ICANN’s mission with skill and diplomacy, most especially in a wide range of international fora.

Whereas, Hagen has persistently promoted teamwork and an ever-optimistic outlook for the Board and Staff of ICANN.

Whereas, Hagen Hultzsch has concluded his term as Director of the ICANN Board at the São Paulo meeting.

Resolved (06.___), the ICANN Board resolves that Hagen Hultzsch has earned the deep appreciation of the Board for his term of service, and the Board wishes Dr. Hultzsch well in all future endeavors. The Board sincerely hopes that Hagen will continue to be available to ICANN for advice and counsel in all matters of common interest in the future.

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Thanks to Veni Markovski

Whereas, Veni Markovski was appointed to the ICANN Board by the Nominating Committee and began his term on 26 June 2003.

Whereas, Veni has served the Board with considerable energy and skill. He has served as chairman of the ICANN Board meetings committee and as a member of the Board Governance and Finance Committee, and has provided excellent insight, leadership and expertise in these roles.

Whereas, Veni’s inexhaustible store of funny stories has become a legend in ICANN history.

Whereas, Veni Markovski has strongly supported and defended ICANN’s role and responsibility in the security, stability and integrity of the Internet.

Whereas, Veni Markovski and his wife, Elana, have recently had their first daughter, Nina Milena.

Whereas, Veni Markovski has concluded his term as Director of the ICANN Board at the São Paulo meeting.

Resolved (06.___), the ICANN Board resolves that Veni Markovski has earned the deep appreciation of the Board for his term of service, and the Board wishes Mr. Markovski every happiness for himself and his growing family in the future and success in all his future endeavors. The Board hopes that Mr. Markovski will continue to make himself available for advice in matters of common interest.

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Thanks to Hualin Qian

Whereas, Professor Hualin Qian was appointed to the ICANN Board by the Nominating Committee and began his term on 26 June 2003.

Whereas, Prof. Qian has served the Board with considerable energy and skill. He has served as a member of the ICANN Board Meetings Committee and the ICANN Board Conflict of Interest Committee and has provided excellent insight, leadership in these roles.

Whereas, Prof. Qian has contributed with extraordinary expertise to the technical effort to create new Internationalized Domain Names and has given invaluable guidance to the Board regarding the use of Internet in China.

Whereas, Prof. Qian has concluded his term as Director of the ICANN Board at the São Paulo meeting.

Resolved (06.___), the ICANN Board resolves that Prof. Hualin Qian has earned the deep appreciation of the Board for his term of service, and the Board wishes Prof. Qian well in all future endeavors. The Board looks forward to advice and counsel from Prof. Qian in the future, especially in the implementation of Internationalized Domain Names and other matters of technical importance to ICANN.

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Thanks to Workshop Participants

Whereas, the ICANN meeting in São Paulo included several highly informative workshops that provided valuable opportunities for discussion and progress on a variety of significant issues affecting the ICANN community.

Resolved (06.___), the Board expresses its gratitude to the organizers, participants, and attendees of the public workshops on IPv6, IDNs, the Domain-Name Marketplace, and the Future Structure of ICANN Meetings.

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Thanks to Sponsors, Staff, Scribes, and Event Teams

The Board extends its thanks to all sponsors of the meeting, including Telefonica, Afilias, PIR, VeriSign, LACNIC, Foundry Networks, Microsoft, Cisco, Nomer.com, Locaweb, NIC Chile, NIC.MX, CABASE, BrasilTelecom, IG, LogicBoxes, Skenzo, and ICANNWiki. The Board would also like to thank TIVIT, EMBRATUR and SãoPauloTurismo for their support.

The Board expresses its appreciation to the scribes Laura Brewer, Teri Darrenougue, Jennifer Schuck and Charles Motter, to ICANN staff present here in São Paulo, and to the rest of the ICANN staff for their efforts in facilitating the smooth operation of the meeting.

The Board also wishes to express its appreciation to Caroline D´Avo, Kátia Avilez and Vicente Landim for staff coordination; Frederico Neves, Milton Kashiwakura and NIC.br Team for Network Coordination; Goldnet and Teleasi for Network Infrastructure Services; Infoview for Audio/Video and Translation Equipment; Interação for Registration Services; Pride for Broadcasting Equipment and Services; Passagio for Receptionist Services; Patrizia Coppola for Translation Services; Hospital São Luiz for Medical Services; and CBM for Stage and Booth Construction. Additional thanks are given to the Hotel Transamerica for this fine facility and to their event support team.

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Thanks to Local Hosts

The Board wishes to extend its thanks to "Comitê Gestor da Internet no Brasil - CGI.br" - the Brazilian Internet Steering Committee - and the " Brazilian Network Information Center - NIC.br", and the following members of the Local Organizing Committee: Hartmut Glaser, Antonio Tavares, Marcelo Fernandes and Cassio Vecchiatti, and all the volunteers for hosting the ICANN meeting. The Board would also like to thank Augusto Gadelha Vieira, the Secretary for Information Technology Policy from the Ministry of Science and Technology for supporting the December 2006 São Paulo meeting.

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(Adjourn Eighth Annual Meeting & Convene Organizational Meeting)

Election of Board Chairman

Whereas the Board Governance Committee has recommended that Vinton Cerf be elected as Chairman of the Board.

Resolved (06.___), that Vinton Cerf is elected as Chairman of the Board, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

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Election of Board Vice-Chairman

Whereas the Board Governance Committee has recommended that Roberto Gaetano be elected as Vice-Chairman of the Board.

Resolved (06.___), that Roberto Gaetano is elected as Vice-Chairman of the Board, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

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Board Committee Assignments

Resolved (06.___), that membership of the following Board committees be established, to continue on the basis of the charters presently in effect:

Audit Committee : Raimundo Beca, Joichi Ito, Njeri Rionge, and Vanda Scartezini (Chair).

Board Governance Committee : Peter Dengate Thrush, Roberto Gaetano (Chair), Alejandro Pisanty, Njeri Rionge, Rita Rodin, and Vanda Scartezini.

Compensation Committee : Vinton Cerf (Chair), Susan Crawford, Joichi Ito, Rajasekhar Ramaraj, Njeri Rionge, and Vanda Scartezini.

Conflicts of Interest Committee : Demi Getschko (Chair), Joichi Ito, Rajasekhar Ramaraj and David Wodelet.

Executive Committee : Peter Dengate Thrush, and Alejandro Pisanty, along with the ICANN President, Board Chairman, and Board Vice-Chairman as ex-officio members.

Finance Committee : Raimundo Beca (Chair), Peter Dengate Thrush, Steven Goldstein, Alejandro Pisanty, Rajasekhar Ramaraj, and David Wodelet.

Meetings Committee : Susan Crawford (Chair), Roberto Gaetano, Demi Getschko and David Wodelet.

Reconsideration Committee : Susan Crawford, Demi Getschko, Steven Goldstein, Alejandro Pisanty, and Rita Rodin (Chair).

ICANN Board/GAC Joint Working Group : Raimundo Beca, Alejandro Pisanty (Co-Chair), Rita Rodin, Paul Twomey, and Vanda Scartezini.

President's Strategy Committee : Raimundo Beca, Vinton Cerf, Peter Dengate Thrush (Co-Chair), Steven Goldstein, and Paul Twomey (Chair).

President's IANA Consultation Committee : Demi Getschko, Paul Twomey (Chair), and David Wodelet.

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Election of Corporate Officers

Resolved (06.___), Dr. Paul Twomey is elected as President and Chief Executive Officer, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

Resolved (06.___), John Jeffrey is elected as General Counsel and Secretary, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.

Resolved (06.___), Melanie Keller is elected as Chief Financial Officer, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold her office until her resignation, removal, or other disqualification from service, or until her successor shall be elected and qualified.

Resolved (06.___), Paul Levins is elected as Executive Officer and Vice President, Corporate Affairs, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.

Resolved (06.___), Kurt Pritz is elected as Senior Vice President, Services, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.

Resolved (06.___), the corporation's officers may continue to authorize contractual commitments and disbursements of ICANN’s funds in accordance with the “Financial Control Procedures: Corporate Officer Signing Authorities” adopted by the Board on 18 October 2006 <http://www.icann.org/financials/finl_control-signing_authority.htm>.

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